Attachment Network Tele Transfe

This document pretains to ITC-T/C-20100917-00377 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010091700377_840687

B IN G H A M Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com September 17, 2010 Via Electronic Filing Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197—9700 Re: In the Matter of the Joint Application of Cavalier Telephone Corp., Transferor, Cavalier Telephone, LLC, Cavalier Telephone Mid—Atlantic, LLC, Talk America, Inc., Talk America of Virginia, Inc., LDMI Telecommunications, Inc., Network Telephone Corp., The Other Phone Company, Inc. and Intellifiber Networks, Inc., Licensees, and PAETEC Holding Corp., Transferee, for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission‘s Rules to Complete a Transfer of Indirect Majority Ownership of the Cavalier Licensees to PAETEC Holding Corp. Dear Ms. Dortch: On behalf of PAETEC Holding Corp., Cavalier Telephone Corp., Cavalier Telephone, LLC, Cavalier Telephone Mid—Atlantic, LLC, Talk America, Inc., Talk America of Virginia, Inc., LDMI Telecommunications, Inc., Network Telephone Corp., The Other Phone Company, Inc., and Intellifiber Networks, Inc. (collectively, the "Applicants"), attached please find an application for approval to complete the transfer of control of the Cavalier Licensees to PAETEC Holding Corp. Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a combined domestic section 214 assignment application and international section 214 assignment application ("Combined Boston Application"). Hartford Hong Kong This filing and the applicable credit card payment in the amount of $1,015.00, which London satisfies the filing fee required for this application under line 2.b of Section 1.1105 of the Los Angeles New York Commuission‘s rules, are being submitted electronically through the MyIBFS Filing Orange County System. Applicants are simultaneously filing the Application with the Wireline San Francisco Competition Bureau, in accordance with the Commission‘s rules. Santa Monica Silicon Valley Please direct any questions regarding this filing to the undersigned. Tokyo Washington Respectfully submitted, Bingham McCutchen LLP 2020 K Street NW Jean L. Kiddoo Washington, DC Brett P. Ferenchak 20006—1806 Counsel for PAETEC Holding Corp. 1 +1.202.373.6000 F +1.202.373.6001 bingham.com A/73504741.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Joint Application of ) ) Cavalier Telephone Corp., ) WC Docket No. 10-_____________ Transferor, ) ) IB File No. ITC-T/C-2010________ Cavalier Telephone, LLC, ) Cavalier Telephone Mid-Atlantic, LLC, ) Talk America, Inc., ) Talk America of Virginia, Inc., ) LDMI Telecommunications, Inc., ) Network Telephone Corp., ) The Other Phone Company, Inc., and ) Intellifiber Networks, Inc., ) Licensees, ) ) and ) ) PAETEC Holding Corp., ) Transferee, ) ) For Grant of Authority Pursuant to ) Section 214 of the Communications Act of 1934, ) as amended, and Sections 63.04 and 63.24 of the ) Commission’s Rules to Complete a Transfer of ) Indirect Majority Ownership of the Cavalier ) Licensees to PAETEC Holding Corp. ) ) JOINT APPLICATION PAETEC Holding Corp. (“PAETEC” or “Transferee”), Cavalier Telephone Corp. (“Cavalier”), Cavalier Telephone, LLC (“CavTel”), Cavalier Telephone Mid-Atlantic, LLC(“CavTel-MA”), Talk America, Inc. (“TA”), Talk America of Virginia, Inc. (“TA-VA”), LDMI Telecommunications, Inc. (“LDMI”), Network Telephone Corp. (“NTC”), The Other Phone Company, Inc. (“TOPC”), and Intellifiber Networks, Inc. (“Intellifiber”) (CavTel, Cav- Tel-MA, TA, TA-VA, LDMI, NTC, TOPC and Intellifiber collectively, the “Cavalier Licen- A/73498598.5

sees”) (Cavalier and Cavalier Licensees collectively, the “Cavalier Entities”) (PAETEC and the Cavalier Entities collectively, the “Applicants”), pursuant to Section 214 of the Communications Act, as amended (the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commis- sion’s Rules, 47 C.F.R. §§ 63.04 & 63.24, respectfully request Commission approval or such authority as may be necessary or required for the transfer of indirect control of the Cavalier Licensees to PAETEC. Although the proposed transaction will result in a change in the ultimate ownership of the Cavalier Licensees, no transfer of authorizations, assets or customers will occur as an immediate consequence of the proposed transaction. The Cavalier Licensees will continue to provide service to their existing customers pursuant to their authorizations under the same rates, terms and conditions. Accordingly, this transaction will have no effect on the rates, terms and conditions of service of the customers of the Cavalier Licensees. In support of this Application, Applicants state as follows: I. REQUEST FOR STREAMLINED PROCESSING Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 and 63.12 of the Commission's Rules, 47 C.F.R. §§ 63.03 & 63.12. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) be- cause, immediately following the transaction, (a) the Transferee (including its affiliates, as that term is defined in Section 3(1) of the Act) will have a market share in the interstate, interex- change market of less than 10 percent (10%); (b) the Transferee (and its affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transac- tion; and (c) none of the Applicants (or their affiliates) are dominant with respect to any service. With respect to international authority, this Application is eligible for streamlined proc- essing pursuant to Section 63.12(a)-(b) of the Commission’s Rules, 47 C.F.R. §63.12(a)-(b). In 2 A/73498598.5

particular, none of the exclusionary criteria set forth in Section 63.12(c) apply as described more fully in Section V below. Accordingly, this Application qualifies for streamlined processing pursuant to Section 63.12 of the Commission’s Rules. II. DESCRIPTION OF THE APPLICANTS A. PAETEC Holding Corp. and the PAETEC Entities PAETEC is a publicly traded Delaware corporation (NASDAQ GS: PAET) with princi- pal offices located at One PAETEC Plaza, 600 Willow Brook Office Park, Fairport, New York 14450. PAETEC, through its operating subsidiaries, has a presence in 84 of the nation’s top 100 MSAs, delivering communications solutions to business customers in 46 states and the District of Columbia. Additional information regarding PAETEC, including its most recent SEC Form 10- Q, as filed with the Securities and Exchange Commission, is available at www.paetec.com/investors. A pre-transaction corporate structure chart for PAETEC is provided as part of Exhibit A. PAETEC’s regulated operating subsidiaries include PaeTec Communications, Inc. (“PCI”), PaeTec Communications of Virginia, inc. (“PCI-VA”), McLeod USA Telecommunica- tions Services L.L.C. d/b/a PAETEC Business (“PAETEC Business”), US LEC Communications, LLC d/b/a PAETEC Business (“PAETEC-Comm”), US LEC of Alabama, LLC d/b/a PAETEC Business (“PAETEC-AL”), US LEC of Florida, LLC d/b/a PAETEC Business (“PAETEC-FL”), US LEC of Georgia, LLC d/b/a PAETEC Business (“PAETEC-GA”), US LEC of Maryland, LLC d/b/a PAETEC Business (“PAETEC-MD”), US LEC of North Carolina, LLC d/b/a PAETEC Business (“PAETEC-NC”), US LEC of Pennsylvania, LLC d/b/a PAETEC Business (“PAETEC- PA”), US LEC of South Carolina, LLC d/b/a PAETEC Business (“PAETEC-SC”), US LEC of Tennessee, LLC d/b/a PAETEC Business (“PAETEC-TN”) and US LEC of Virginia, LLC d/b/a PAETEC Business (“PAETEC-VA”) (collectively, the “PAETEC Licensees”). The PAETEC 3 A/73498598.5

Licensees each hold blanket a domestic Section 214 authorization and hold or operate under the international Section 214 authorization of US LEC LLC1 as described below. B. The Cavalier Entities The Cavalier Licensees are wholly-owned indirect subsidiaries of Cavalier Telephone Corporation (“Cavalier”), a Delaware corporation. For the Commission’s reference, a pre- transaction corporate structure chart that includes the various intermediate holding companies and subsidiaries between each of the Cavalier Entities and Cavalier is provided as part of Exhibit A. CavTel is a Virginia limited liability company; CavTel-MA is a Delaware limited liability company; TA is a Pennsylvania corporation; TA-VA is a Virginia corporation; LDMI is a Michigan corporation; NTC is a Florida corporation; TOPC is a Florida corporation; and Intellifi- ber is a Virginia corporation. Cavalier and the Cavalier Entities have their principal business offices at 2134 West Laburnum Avenue, Richmond, Virginia 23227. Through its various operating subsidiaries, including the Cavalier Entities, Cavalier owns and manages a high- capacity fiber network spanning 20 Midwest, Southeast, Northeast, and Rocky Mountain states. This fiber network contains approximately 13,000 intercity route miles and approximately 4,000 metro route miles. Cavalier provides telecommunications services and solutions to business, consumer, and government customers. Each of the Cavalier Licensees holds a blanket domestic Section 214 authorization, ex- cept for TA-VA, which provides only intrastate telecommunications services in Virginia. TA, LDMI, TOPC, NTC and Intellifiber also hold international Section 214 authorizations. CavTel holds a registration for a C-band license receive-only earth station located in Richmond, VA (IB 1 US LEC LLC is a Delaware limited liability and wholly owned subsidiary of PCI. PAETEC-Comm, PAETEC-AL, PATEC-FL, PAETEC-GA, PAETEC-MD, PAETEC-NC, PAETEC-PA, PAETEC-SC, PAETEC-TN and PAETEC-VA and are each a direct subsidiary of US LEC LLC. 4 A/73498598.5

File No. SES-REG-20050921-01309; Call Sign E050268). Intellifiber holds a Basic International Telecommunications Services (“BITS”) license, granted by the Canadian Radio-television and Telecommunications Commission (“CRTC”), to provide international service in Canada, and is registered with the CRTC as a non-facilities-based reseller of telecommunications services.2 Intellifiber holds its BITS license and registration was granted to Intellifiber under its previous name, Elantic Telecom Inc. II. DESCRIPTION OF THE TRANSACTION Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2010, by and among PAETEC, Cairo Acquisition Corp. (“MergerCo”) (an indirect, wholly-owned subsidiary of PAETEC created for purposes of the transaction),3 Cavalier, and the Stockholder Representa- tive (the “Agreement”), MergerCo will merge with and into Cavalier, with Cavalier continuing as the surviving entity (the “Merger”).4 As a result of the Merger, the Cavalier Entities will become wholly owned indirect subsidiaries of PAETEC. Thus, PAETEC will become the new ultimate parent company of Cavalier and the Cavalier Licensees. Diagrams depicting the Merger and the pre- and post-transaction corporate structures of the companies are appended hereto as Exhibit A. The current customers of the Cavalier Licensees will remain customers of those entities following the Merger. Accordingly, the Merger will be virtually seamless to customers, who will continue to enjoy the same rates, terms and conditions of service as they do prior to closing. The 2 The Cavalier Licensees will file foreign carrier affiliation notifications pursuant to Section 63.11 of the Commission’s Rules with respect to Intellifiber’s operations in Canada within the next two weeks. 3 MergerCo is a direct wholly-owned subsidiary of PAETEC Corp., a Delaware corpora- tion and direct wholly-owned subsidiary of PAETEC. 4 There will be no change in the current ownership of PAETEC and its subsidiaries as a result of the Merger. 5 A/73498598.5

only change resulting from the Merger will be that Cavalier and the Cavalier Licensees will be ultimately owned by PAETEC, a widely-held public corporation. PAETEC is managerially, technically, and financially well-qualified to become the new ultimate owner of the Cavalier Licensees. As noted above, subsidiaries of PAETEC currently provide local exchange and/or interexchange telecommunications services in 46 states and the District of Columbia. For additional detail on the financial and managerial qualifications of PAETEC, please see www.paetec.com. The Cavalier Licensees will therefore continue to have the managerial, technical and financial qualifications to provide high quality telecommunications services supported by experienced PAETEC management. The Cavalier Licensees will also be supported by the financial resources of PAETEC. IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(3) of the Commission’s Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Application: (a) Name, address and telephone number of each Applicant: Transferor: Cavalier Telephone Corporation FRN: 0015562069 2134 West Laburnum Avenue Richmond, Virginia 23227 Tel. (267) 803-4002 6 A/73498598.5

Licensees: Cavalier Telephone, LLC FRN: 0003757275 Cavalier Telephone Mid-Atlantic, LLC FRN: 0015799133 Talk America, Inc. FRN: 0004319430 Talk America of Virginia, Inc. FRN: 0015669492 LDMI Telecommunications, Inc. FRN: 0004371043 Network Telephone Corp. FRN: 0004071262 The Other Phone Company, Inc. FRN: 0004346706 Intellifiber Networks, Inc. FRN: 0013102439 2134 West Laburnum Avenue Richmond, Virginia 23227 Tel. 267-803-4002 Transferee: PAETEC Holding Corp. FRN: 0016331985 One PAETEC Plaza 600 Willow Brook Office Park Fairport, New York 14450 Tel. 585-340-2500 (b) Jurisdiction of Organizations: Transferor: Cavalier is a Delaware corporation. Licensees: CavTel is a Virginia limited liability company. CavTel-MA is a Delaware limited liability company. TA is a Pennsylvania corporation. TA-VA is a Virginia corporation. LDMI is a Michigan corporation. NTC is a Florida corporation. TOPC is a Florida corporation. Intellifiber is a Virginia corporation. Transferee: PAETEC is a Delaware corporation. 7 A/73498598.5

(c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For PAETEC: with a copy to: Jean L. Kiddoo William A. Haas Brett P. Ferenchak Vice President of Public Policy & Regulatory Bingham McCutchen LLP PAETEC Holding Corp. 2020 K Street, N.W., Suite 1100 One Martha’s Way Washington, DC 20006-1806 Hiawatha, IA 52233 202-373-6000 (tel) 319-790-7295 (tel) 202-373-6001 (fax) william.haas@paetec.com jean.kiddoo@bingham.com brett.ferenchak@bingham.com For the Cavalier Entities: with a copy to: Brad E. Mutschelknaus Frances E. McComb Melissa S. Conway General Counsel; EVP- Law & Public Policy Kelley Drye & Warren LLP Cavalier Telephone 3050 K Street NW, Suite 400 2134 West Laburnum Avenue Washington, DC 20007 Richmond, VA 23227 202-342-8539 (tel) 267-803-4349 (tel) 202-342-8451 (fax) femccomb@cavtel.com bmutschelknaus@kelleydrye.com mconway@kelleydrue.com (d) Section 214 Authorizations Transferor: Cavalier does not hold any domestic or international Section 214 author- ity, but controls the Cavalier Licensees, which hold such authorizations. Licensees: Each Cavalier Licensee, except TA-VA, holds blanket domestic Section 214 authority pursuant to 47 C.F.R. §63.01. The Cavalier Licensees also hold the following international Section 214 authorizations: TA holds an international Section 214 authorization to resell ser- vice of other common carriers to provide switched service from the United States to international points, as granted in IB File No. ITC- 214-19960119-00025 (Old File No. ITC-96-053). LDMI holds an international Section 214 authorization to resell service of common carriers to international points, as granted in IB File No. ITC-214-19940517-00169 (Old File No. ITC-94-330). TOPC holds an international Section 214 authorization to provide global or limited global resold international services, as granted in IB File No. ITC-214-19980501-00289 (Old File No. ITC-98-336). 8 A/73498598.5

NTC holds an international Section 214 authorization to provide global or limited global resold international services, as granted in IB File No. ITC-214-19981228-00911. Intellifiber holds an international Section 214 authorization to pro- vide global and limited global facilities-based and resold services, as granted in IB File No. ITC-214-20020730-00389. Transferee: PAETEC does not hold any domestic or international Section 214 author- ity, but controls the PAETEC Licensees, which hold such authorizations. Each PAETEC Licensee holds domestic Section 214 Authority. And the following PAETEC Licensees hold or operate under the following interna- tional Section 214 authorizations: PCI holds an international Section 214 authorization to provide global facilities-based and global resale services, as granted in IB File No. ITC-214-19980925-00658. PAETEC-NC holds an international Section 214 authorization to provide global resale services, as granted in IB File No. ITC-214- 19970220-00101. PAETEC-GA, PAETEC-TN, PAETEC-VA, PAETEC-FL, and PAETEC-SC hold an international Section 214 authorization to provide global resale services, as granted in IB File No. ITC-214- 19970929-00589. US LEC LLC5 holds an international Section 214 authorization global or limited global facilities-based and resale services, as granted in FCC File No. ITC-214-19990303-00104. PAETEC- Comm, PAETEC-MD, PAETEC-AL, and PAETEC-PA provide international services pursuant to the international Section 214 au- thorization of their parent company, US LEC LLC. PAETEC Business holds an international Section 214 authoriza- tion to provide global resale services, as granted in IB File FCC File No. ITC-214-19930827-00153 (Old IB File No. ITC-93-311). 5 US LEC LLC does not provide any telecommunications services itself, but holds an international Section 214 authorization pursuant to which certain of its subsidiaries provide international telecommunications services. 9 A/73498598.5

(h) (Answer to Questions 11 & 12) The following entities hold, directly or indirectly a ten percent (10%) or greater interest6 in Applicants as calculated pursuant to the Commission ownership attribution rules for wireline and international telecommunications carriers:7 Pre-and Post-Transaction Direct Ownership of Cavalier Licensees: A. CavTel and CavTel-MA The following entity holds a ten percent (10%) or greater direct interest in Cavalier Telephone Mid-Atlantic, LLC: Name: Cavalier Telephone, LLC Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (directly in CavTel-MA) The following entities hold a ten percent (10%) or greater direct interest in Cavalier Telephone Mid-Atlantic, LLC and direct or indirect interest in Cavalier Telephone, LLC: Name: CavTel Holdings LLC (“CavTel-Holdings”) Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in CavTel and indirectly in CavTel-MA through CavTel) Name: Cavalier Telephone Company Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in CavTel-MA and CavTel as the 100% direct owner of CavTel-Holdings) 6 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 7 While the Commission’s rules for combined domestic and international applications require this information only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2), Applicants are providing ownership information for both parties. 10 A/73498598.5

B. TA, TA-VA, LDMI, NTC, and TOPC The following entity holds a ten percent (10%) or greater direct interest in LDMI Tele- communications, Inc.: Name: Talk America, Inc. Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (directly in LDMI) The following entities hold a ten percent (10%) or greater direct or indirect interest in Network Telephone Corp.: Name: NT Corporation Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in NTC) Name: Talk America, Inc. Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Telecommunications % Interest: 100% (indirectly in NTC as the 100% direct owner of NT Corporation) The following entity holds a ten percent (10%) or greater direct interest in The Other Phone Company, Inc.: Name: Access One Communications Corp. (“Access One”) Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in TOPC) 11 A/73498598.5

The following entities hold a ten percent (10%) or greater in indirect interest in LDMI Telecommunications, Inc., Network Telephone Corp. and The Other Phone Com- pany, Inc. and direct or indirect interest in Talk America, Inc. and Talk America of Virginia, Inc.: Name: Talk America Holdings, Inc. (“TA-Holdings”) Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in TA and TA-VA; indirectly in LDMI and NTC through TA; and indirectly in TOPC as the 100% di- rect owner of Access One) Name: CavTel Holdings LLC Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in TA, TA-VA, LDMI, NTC and TOPC as the 100% direct owner of TA-Holdings) Name: Cavalier Telephone Company Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in TA, TA-VA, LDMI, NTC and TOPC as the 100% direct owner of CavTel-Holdings) C. Intellifiber The following entities hold a ten percent (10%) or greater direct or indirect interest in In- tellifiber Networks, Inc.: Name: Elantic Networks, Inc. (“Elantic”) Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Intellifiber) 12 A/73498598.5

Name: CavTel Holdings LLC Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in Intellifiber as the 100% direct owner of Elantic) Name: Cavalier Telephone Company Address: 2134 West Laburnum Avenue Richmond, Virginia 23227 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (indirectly in Intellifiber as the 100% direct owner of CavTel-Holdings) Pre-Transaction Direct Ownership of Cavalier: The following entities hold a ten percent (10%) or greater direct or indirect equity owner- ship in Cavalier Telephone Corporation: Name/Address % Held Citizenship Principal Business (i) M/C Venture Partners IV L.P. 22.27% USA Investment c/o MC Venture Partners 75 State Street, Suite 2500 Boston, MA 02109 (ii) M/C Venture Partners V L.P. 29.99% USA Investment c/o MC Venture Partners 75 State Street, Suite 2500 Boston, MA 02109 (iii) Banc America Capital Investors SBIC I, L.P. 17.22% USA Investment c/o Banc of America Capital Investors 100 North Tryon Street 25th Floor Charlotte, NC 28255 (iv) KDZ Holdings, LLC 14.74% USA Investment 2134 West Laburnum Avenue Richmond, VA 23227 M/C Venture Partners IV L.P. M/C Venture Partners IV L.P. (“MCVPIV”) is a Delaware limited partnership. The sole general partner of MCVPIV is M/C VP IV LLC, a Massachusetts limited liability com- 13 A/73498598.5

pany. In turn, M/C VP IV LLC is controlled by the following individuals all of whom have their principal place of business at 75 State Street, Suite 2500, Boston, MA 02109: Name Citizenship Positional Interest Percentage of Votes8 James F Wade U.S.A. Class A Member 50% and Manager David D. Croll U.S.A. Class A Member 30% and Manager Mathew J. Rubbins U.S.A. Class A Member 20% and Manager M/C Venture Partners V L.P. M/C Venture Partners V L.P. ("MCVPV") is a Delaware limited partnership. The sole general partner of MCVPV is M/C VP V LLC, a Massachusetts limited liability com- pany. In turn, M/C VP V LLC is controlled by the following individuals all of whom have their principal place of business at 75 State Street, Suite 2500, Boston, MA 02109: Name Citizenship Positional Interest Percentage of Votes9 James F Wade U.S.A. Class A Member 37.5% and Manager David D. Croll U.S.A. Class A Member 18.9% and Manager Mathew J. Rubbins U.S.A. Class A Member 9.5% and Manager John W. Watkins U.S.A. Class A Member 22.7% and Manager John O. Van Hooser U.S.A. Class A Member 11.4% and Manager 8 In addition, M/C VP IV LLC has the following Class B Members (with no voting rights): Peter H.O. Cloudy, John P. Ward, Neil N. Sheth, Joseph S. Monaco, Russell T. Pyle, and Peter A. Schober. With the exception of Mr. Schober, who is a citizen of Austria, all Class B Mem- bers are US citizens. Non-US citizens hold less than 3% of the company. 9 In addition, M/C VP V LLC has the following Class B Members (with no voting rights): Peter H.O. Cloudy, John P. Ward, Neil N. Sheth, Joseph S. Monaco, Russell T. Pyle, Brian M. Clark, Edward J. Keele, David D. Croll, Peter A. Schober and Adrian Bachmann. With the exception of Mr. Schober, who is a citizen of Austria, and Mr. Bachmann, who is a citizen of Switzerland, all Class B Members are US citizens. Non-US citizens hold less than 3% of the company. 14 A/73498598.5

Banc America Capital Investors SBIC I, L.P. Banc America Capital Investors SBIC I, L.P. ("BACI") is a Delaware limited partnership. The general partner of BACI is Bank of America Capital Management SBIC, LLC a Delaware limited liability company. BA SBCI Sub, Inc. a Delaware corporation holds 99.5% of BACI's limited partnership interests. BA SBCI Sub, Inc. is a wholly-owned subsidiary of Bank of America Bank N.A., which in turn is wholly-owned by the Bank of America Corporation, a Delaware corporation engaged in banking and financial services activities with its principal place of business at 100 North Tryon Street, Charlotte, NC 28255. Bank of America’s capital is widely-held; its shares are publicly traded on the New York Stock Exchange under the ticker symbol BAC. KDZ Holdings, LLC KDZ Holdings, LLC ("KDZ") is a Delaware limited liability company. Mr. Brad Evans is the managing member of KDZ and has a ten percent (10%) membership interest in KDZ. Breanne Evans, Darrin Evans, Kirk Evans, and Kyle Evans (the “Evans Share- holders”) each holds a 22.5% membership interest in KDZ. The Evans Shareholders are U.S. citizens and their business address is 2134 West Laburnum Avenue, Richmond, VA 23227. Except as set forth above, to Cavalier’s knowledge, no other person or entity owns or controls a ten percent (10%) or more direct or indirect interest in Cavalier or the Cavalier Licensees prior to the consummation of the Merger. Post-Transaction Direct Ownership of Cavalier: Upon consummation of the transaction, the following entity will hold a ten percent (10%) or greater direct or indirect equity ownership in Cavalier Telephone Corporation: Name: PAETEC Holding Corp. Address: One PAETEC Plaza 600 Willow Brook Office Park Fairport, New York 14450 Citizenship: U.S. Principal Business: Holding Company % Interest: 100% (directly in Cavalier) 15 A/73498598.5

Pre-and Post-Transaction Direct Ownership of PAETEC Holding Corp. The following entity holds a ten percent (10%) or greater direct or indirect interest in PAETEC Holding Corp.: Name: Columbia Wanger Asset Management, L.P. (“CWAM”) Address: 227 West Monroe Street, Suite 3000 Chicago, IL 60606 Citizenship: U.S. Principal Business: Investment % Interest: 10.7% (directly in PAETEC and as an advisor to an entity (or entities) that directly hold(s) an interest in PAETEC)10 PAETEC Holding Corp. is a publicly held corporation. Except as stated above, to the PAETEC’s knowledge, no other person or entity directly or indirectly owns or controls a ten percent (10%) or more interest in PAETEC Holdings Corp. Except for an interlocking directorate with Intellifiber, to PAETEC’s knowledge, the Applicants will not have any interlocking directorates with a foreign carrier upon completion of the Merger. (i) (Answer to Question 14) The Transferee certifies that following consummation of the Merger, (i) it will not be a foreign carrier within the meaning of 63.09(d) of the Commis- sion’s Rules, 47 C.F.R. §63.09(d); and (ii) it will become affiliated, within the meaning of the Commission’s Rules, with Intellifiber, a foreign carrier in Canada. (j) (Answer to Question 15) The Transferee certifies that through the acquisition of control of the Cavalier Licensees, it does not seek to provide international telecommunications 10 CWAM is disclosed herein based upon its filing of an SEC Form 13G indicating that as of December 31, 2009 it serves as an investment advisor and as such beneficially (as defined by the SEC) owns 10.7 percent of PAETEC. According to its SEC filing, CWAM’s reported aggregate 10.7 percent ownership is a beneficial interest, of which it reports that 8.14 percent is held by Columbia Acorn Trust, a Massachusetts business trust that holds 8.14 percent of the shares of PAETEC, and is advised by CWAM. PAETEC has no direct knowledge of the owner- ship structure of CWAM but notes that according to a disclosure note on what appears to be the website of one of its affiliates that it was acquired by Ameriprise Financial, Inc. (“Ameriprise”) on April 30, 2010. See http://www.columbiamanagement.com/choice. According to its SEC Form 10-K, Ameriprise is a publicly traded (NYSE: AMP) Delaware corporation with its head- quarters located at 1099 Ameriprise Financial Center, Minneapolis, Minnesota 55474. Ameriprise is in the financial services business. 16 A/73498598.5

services to any country where (i) PAETEC is a foreign carrier; (ii) PAETEC controls a foreign carrier, except in Canada, where PAETEC will control Intellifiber; (iii) any entity that owns more than 25% of PAETEC, or controls PAETEC, controls a foreign carrier in that country; or (iv) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25% of PAETEC and are parties to, or the beneficiaries of, a contractual relationship affecting the provision or marketing of international basic telecommunications services in the United States. (k) Canada is a member of the World Trade Organization. (l) See response to item (m), below. (m) PAETEC qualifies for a presumption of non-dominant treatment on the US- Canada route post-close pursuant to Section 63.10(a)(3) of the Commission’s Rules because its foreign carrier affiliate in Canada, Intellifiber, lacks 50 percent market share in the international transport and local access markets on the foreign end of the route and thus lacks sufficient market power on the foreign end to adversely affect competition in the U.S. market. As noted previously, Intellifiber holds a BITS license in Canada to provide international service and is registered as a non-facilities-based reseller of telecommunications services with the CRTC. (n) PAETEC certifies that it has not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001-1.2003. 17 A/73498598.5

(p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission’s Rules, 47 C.F.R. §63.12(a)-(b). Post-close, PAETEC will be affiliated with a foreign carrier in Canada, but as demonstrated in item (m) above, PAETEC qualifies for a presumption of non-dominance under Section 63.10(a)(3) on this route. On all other routes, PAETEC will not be affiliated with any foreign carrier. Finally, PAETEC is not affiliated with any dominant U.S. carrier. VI. INFORMATION REQUIRED BY SECTION 63.04 Pursuant to Section 63.04(b) of the Commission’s Rules, 47 C.F.R. § 63.04(b), Applicants submit the following information in support of their request for domestic Section 214 authority in order to address the requirements set forth in Section 63.04(a)(6)-(12) of the Commission’s Rules: (a)(6) A description of the proposed Transaction is set forth in Section II above. (a)(7) (i) Cavalier does not provide domestic telecommunications services. However, Cavalier controls the Cavalier Licensees which provide such services. (iv) CavTel provides local and long distance telecommunications services in Vir- ginia. CavTel-MA provides local and long distance telecommunications services in Delaware, the District of Columbia, Maryland, New Jersey, and Pennsylvania. TA provides local and long distance telecommunications services in Alabama, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Kentucky, Louisiana, Maryland, Massa- chusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Hampshire, New Jersey, New York, New Mexico, North Carolina, Ohio, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Washington and Wisconsin. TA-VA provides local and long distance tele- communications services in Virginia. LDMI provides local and long distance telecommunica- tions services in California, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, 18 A/73498598.5

Michigan, New Jersey, New York, New Mexico, North Carolina, Ohio, Pennsylvania, Texas and Wisconsin. NTC provides local and long distance telecommunications services in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennes- see. TOPC provides local and long distance telecommunications services in Alabama, Florida, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. Intellifiber provides local and long distance telecommunications services in Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Maryland, Massachusetts, Michigan, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Virginia and West Virginia. (iii) PAETEC does not provide domestic telecommunications services. How- ever, PAETEC controls the PAETEC Licensees which provide such services. (iv) At least one of the PAETEC Licensees is authorized to provide and pro- vides local exchange and/or interexchange in the District of Columbia and all states except Alaska and Hawaii. (a)(8) Applicants respectfully submit that this Application is eligible for streamlined proc- essing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, (a) the Transferee (including its affiliates, as that term is defined in Section 3(1) of the Act) will have a market share in the interstate, interexchange market of less than ten percent (10%); (b) the Transferee (and its affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction; and (c) none of the Applicants (or their affiliates) are dominant with respect to any service. 19 A/73498598.5

(a)(9) CavTel holds a registration for a C-band receive-only earth station located in Richmond, VA (IB File No. SES-REG-20050921-01309; Call Sign E050268). CavTel will file the necessary notification with the Commission with respect to that registration. (a)(10) No party is requesting special consideration because it is facing imminent business failure. (a)(11) Not applicable. (a)(12) Applicants submit that the transaction described herein will serve the public inter- est. Under new ownership, the Cavalier Licensees will continue to provide high-quality tele- communications services to consumers, while gaining access to the additional resources and operational expertise of PAETEC. The transfer of control will therefore give the Cavalier Licensees the ability to become stronger competitors, to the ultimate benefit of consumers. The Cavalier Licensees’ networks complement PAETEC’s existing networks and the acquisition will increase PAETEC’s existing fiber footprint giving the combined companies greater market depth and breadth. As a result, the transaction will strengthen PAETEC’s ability to compete with other, much larger, fiber providers to the benefit of consumers and the telecommunications marketplace. The transfer of control of the Cavalier Licensees will not result in a change of car- rier for customers or any assignment of existing Commission authorizations. Further, the rates, terms and conditions of services currently provided by the Cavalier Licensees to their customers will not change as a result of the transaction. Following consummation of the proposed transac- tion and after appropriate notices to customers and any required regulatory filings, the name of the Cavalier Licensees are expected to change to include the “PAETEC” brand name. Other- wise, the transaction will be seamless and transparent to customers and the Cavalier Licensees will continue to provide high-quality communications services to their customers without 20 A/73498598.5

interruption and without change in rates, terms or conditions. Future changes in those rates, terms and conditions, if any, will be undertaken pursuant to the applicable federal and state notice and tariff requirements. VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application for the transfer of indirect majority equity ownership of the Cavalier Licensees to PAETEC. Respectfully submitted, Jean L. Kiddoo Brett P. Ferenchak Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 (202) 373-6000 (Tel) (202) 373-6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Counsel for Transferee Brad E. Mutschelknaus Melissa S. Conway Kelley Drye & Warren LLP 3050 K Street NW, Suite 400 Washington, DC 20007 202-342-8539 (tel) 202-342-8451 (fax) bmutschelknaus@kelleydrye.com mconway@kelleydrye.com Counsel for the Transferor and Licensees Dated: September 17, 2010 21 A/73498598.5

EXHIBIT A Pre- and Post-Transaction Corporate Structure Charts A/73498598.5

Pre-Transaction Ownership of the Regulated Subsidiaries of Cavalier Cavalier Telephone Company (“Cavalier”) 100% CavTel Holdings LLC 100% Cavalier Telephone, LLC Talk America Elantic Networks, Inc. (“CavTel”) Holdings, Inc. 100% 100% 100% Intellifiber Networks, Inc. Cavalier Telephone (“Intellifiber”) Mid-Atlantic, LLC (“CavTel-MA”) Talk America, Inc. Talk America of Access One (“TA”) Virginia, Inc. Communications Corp. (“TA-VA”) 100% 100% The Other Phone LDMI NT Corporation Company, Inc. Telecommunications, Inc. (“TOPC”) (“LDMI”) 100% Network Telephone Corporation (“NTC”)

Pre-Transaction Ownership of the Regulated Subsidiaries of PAETEC PAETEC Holding Corp. (“PAETEC”) 100% PAETEC Corp. 100% PaeTec Communications, Inc. PaeTec Communications of MergerCo (“PCI”) Virginia, Inc. (“PCI-VA”) 100% US LEC LLC 100% McLeodUSA LLC 100% US LEC of US LEC of US LEC of US LEC of US LEC of Alabama, LLC Maryland, LLC Virginia, L.L.C. Tennessee, LLC Georgia, LLC McLeodUSA (“PAETEC-AL”) (“PAETEC-MD”) (“PAETEC-VA”) (“PAETEC-TN”) (“PAETEC-GA”) Telecommunications Services L.L.C. (“PAETEC Business”) US LEC of US LEC of US LEC of US LEC of US LEC North Carolina, LLC South Carolina, LLC Florida, LLC Pennsylvania, LLC Communications, LLC (“PAETEC-NC”) (“PAETEC-SC”) (“PAETEC-FL”) (“PAETEC-PA”) (“PAETEC-Comm”)

Illustration of the Merger PAETEC Holding (“PAETEC”) 100% Cavalier merges Cavalier Telephone Company (“Cavalier”) with MergerCo with Cavalier PAETEC Corp. surviving the 100% merger 100% CavTel Holdings LLC 100% MergerCo PAETEC’s Existing Subsidiaries Cavalier’s Existing Subsidiaries

Post-Transaction Ownership of the Regulated Subsidiaries of PAETEC and Cavalier PAETEC Holding (“PAETEC”) 100% PAETEC Corp. 100% Cavalier Telephone Company PAETEC’s Existing (“Cavalier”) Subsidiaries 100% CavTel Holdings LLC 100% Cavalier Telephone, LLC Talk America Elantic Networks, Inc. (“CavTel”) Holdings, Inc. 100% 100% 100% Cavalier Telephone Talk America, Inc. Talk America Access One Intellifiber Networks, Inc. Mid-Atlantic, LLC (“TA”) of Virginia, Inc. Communications Corp. (“Intellifiber”) (“CavTel-MA”) (“TA-VA”) 100% LDMI NT Corporation The Other Phone Telecommunications, Inc. Company, Inc. (“LDMI”) 100% (“TOPC”) Network Telephone Corporation (“NTC”)

Verifications A/73498598.5

VERIFICATION I, Sarah L. Murphy, state that I am Vice President of Cavalier Telephone Corporation, the ultimate parent company of the Cavalier Licensees (as defined in the foregoing document) (collectively, the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the statements with respect to the Company in the foregoing document are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this é day of September, 2010. / 7 7 7 y/ , Name: Sarah L. Murphy" —~ Title: Vice President Cavalier Telephone Corporation A/73499729.2

VERIFICATION I, William A. Haas, state that I am Vice President Regulatory and Public Policy of PAETEC Holding Corp.; that I am authorized to make this Verification on behalf of PAETEC Holding Corp.; that the foregoing filing was prepared under my direction and supervision; and that the statements with respect to PAETEC Holding Corp and its subsidiaries in the foregoing document are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this _}9‘+day of September, 2010. L MAem. 4/044/) Nan:Williams A. Haas Title: Vice President Regulatory and Public Policy PAETEC Holding Corp. FCC A/73496160.1


Document Created: 2010-09-17 14:39:16
Document Modified: 2010-09-17 14:39:16
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